The Art of the Derp
by Scribbler
Summary: The Spring is Sprung Feast is a yearly tradition in Ponyville. Derpy asks Rarity for help 'dressing to impress' when Cloud Kicker sets her sights on Time Turner, but Rarity gets more from helping the clumsiest pony in town than mere job satisfaction.


**Disaster: **Trendily not mine.

**A/N:** Based on the fanart Bowties! By SketchyVibes.

* * *

_**The Art of the Derp**_

© Scribbler, January 2012.

* * *

Rarity knew most mares and fillies in Ponyville. It wasn't that she sought them out, the way Pinkie Pie had a pathological need to befriend everyone who stepped over the town border. It was simply that most had come to her at one time or another to purchase her wares. Wives dressing for expensive dinners with their husbands; mothers decorating their children for school functions; ponies who just liked to wear nice things and ponies who liked to buy nice things for other ponies to wear: the retinue who came to the Carrousel Boutique were many and varied.

Even so, she was surprised when she returned from the dressing room where a happy customer had been trying on gowns and found another one poking at a display of flowery hats. She had carefully dried and sewn on so many seasonal blossoms that her eyes had ached for three days after the fiddly task.

"Miss Hooves?"

The grey pegasus leaped away from the display as if she thought Rarity might yell at her for touching them. Instinctively, her wings beat to get her further away, causing the display to wobble. Rarity's breath caught but it rocked to a halt without falling.

"Sorry," Derpy mumbled. She landed and carefully refolded her wings; pressing a firm hoof down on both like she was gluing them in place.

Rarity summoned her brightest smile. _I am a professional,_ she reminded herself. _I conduct all my business in a professional manner. Nopony trusts a designer who isn't professional in all things at all times. Be professional, Rarity. _"How can I help you today, Miss Hooves?"

Derpy shook her head.

"I … can't help you?"

"No, not that." Derpy stopped shaking her head so fast she tilted sideways a smidge; nothing a pony would notice if she wasn't standing only a foot away and watching carefully. "Derpy. Just call me Derpy."

"Oh. All right then. Can I help you today –" The encouraging smile led Rarity to think maybe she was the one being patronised here. "–Derpy?"

Instantly Derpy's smile faded. "Well, um … I, uh …" She shifted uncomfortably from hoof to hoof. "That is, I … um …"

"Would you like a hat?"

"Yes. No. Maybe?"

"I love it!" enthused a voice behind them. It preceded another pegasus who trotted into the room carrying a beautiful dress on a hanger. The dress sparkled and shimmered with a collection of sequins and diamante stones that refracted light onto each other. Rarity was proud of it and a little sorry to see it sold, but such was the life of a designer who specialised in one-of-a-kind wear. Sooner or later all her precious babies had to leave the nest. "Can I take it with me now? I just know I'll – oh! Hi Derpy."

Derpy dropped her chin onto her chest. "Hi, Cloud Kicker," she said shyly. "N-Nice looks that real. Um, good looks. I mean, uh …" She blushed and pointed at the dress. "Pretty."

Cloud Kicker paused and then nodded. "Yes, it is." She enunciated the words slowly, widening her mouth the way you might to a deaf pony only just learning to lip-read. "Thank you, Derpy."

Derpy blushed even more and backed away. Her rump knocked a dummy wearing a floaty number in pale green chiffon and white lace. The lace caught on Derpy's tail. As she whirled away from the dummy, she took the lace with her. Rarity's stitches were too good to break, but the fine lace tore with a loud rip. Now her tail was longer than usual, Derpy accidentally caught it on one of the hats she had been admiring, flicking the straw boater laden with primroses into the air. The hat caught the ceiling fan and whirled for a moment before being slung across the dress shop to smack against the wall in a shower of dried petal. That is, most of it did; the large decorative pin Rarity had added to fasten the dainty boater to somepony's mane zoomed off in an entirely different direction.

It struck the floor so hard it vibrated for several seconds, giving Rarity plenty of time to realise how close she had come to having her left hoof impaled. Her mouth dropped open and her eyes widened. She was so fixated on the near-miss that she didn't realise anypony else had moved until the shop door slamming brought her back to her senses.

"Are you okay?" Cloud Kicker was by her side, face and voice filled with concern.

Rarity drew herself up. _Professional, professional, professional._ "I'm perfectly fine, darling. No harm done."

Instead of looking pleased, Cloud Kicker adopted an expression of annoyance. It put ugly wrinkles on her face as she looked at the shop door, where an ornamental display of garters were still swinging on their cord. "That pony. She's a walking disaster zone."

"Hmm?"

"Or a flying one." At Rarity's look she added, "Don't tell me you haven't noticed. Wherever Derpy goes, destruction follows."

Rarity looked at the smashed hat, torn lace and pin staring accusatorily at her from the floor. She closed a scrap of magic around the decorative end of the pin and pulled. It took more power than she anticipated to free it, making her grunt as she spoke in a regrettably unladylike manner. "Oh come now, darling – nggh! – this was an accident."

"It's always an accident." Cloud Kicker hung the dress over her foreleg and rose onto her hind legs so she could tap one hoof against the other to count off examples. "It was an accident when she unlocked the removal cart door and broke all Mrs. Flowerpot's furniture. It was an accident when she added soap flakes to the millpond to clean the water and ended up killing all the fish. It was an accident when she bucked so many bolts out of thunderclouds she barbequed the town hall roof. It was an accident when she got her head stuck in a rabbit hole while playing hide and seek and Fluttershy had to relocate an entire family of bunnies because digging her out destroyed their burrow. It's always an accident, but it's always so _frustrating_ getting her out of whatever mess she's created this time."

Rarity couldn't believe one pony could be the cause of so much bitterness. Rainbow Dash had complained about Derpy before, but Rainbow Dash was vocal about most things so it was often hard to take her griping seriously. Fluttershy would never say a bad word about anypony and, to be honest, outside of those concerning her two friends, Rarity preferred to stay out of pegasus affairs. Memories of her dreadful vanity and near-squashing below Cloudsdale were still a trifle too fresh to bring to mind.

"Shall I wrap that for you, dear?" she offered as a distraction.

Cloud Kicker blinked at her and looked down at the dress. "Oh, right. Sure, that'd be great."

Rarity trotted briskly across to a roll of brightly coloured cellophane and tore off a length. She whisked out a sheet of pale pink tissue paper and folded the dress into it with an expert flourish. "Is this for a special occasion?"

Cloud Kicker grinned. "I'm going to the Spring Is Sprung Feast."

"You are? How wonderful! Maybe I'll see you there."

Every year Mayor Mare hosted an event in the town square to commemorate the beginning of Spring and all the effort it had taken to bring it about. Enough time had usually elapsed since Winter Wrap Up for food stores to allow for such an event and many ponies looked forward to it. The Feast was an excuse to dress up, cook your own signature dish and try out everypony else's on the loaded-to-groaning trestle tables. There was laughter, dancing and, of course, plenty to eat and drink. Though Rarity often eschewed much of the food to maintain her girlish figure, she enjoyed attending and seeing who else had come – and, more importantly, what they were wearing. The Spring Is Sprung Feast was nowhere near the level of a Canterlot event but it was still good to see what kind of styles she was up against in her bid to be the best.

Cloud Kicker followed Rarity around, dancing happily, her annoyance forgotten as some other thought took hold and consumed her mind. "I just know it'll be perfect."

"Perfect for what?"

"To catch his eye at the Feast."

"Who?"

She smiled winsomely. "HIM."

Rarity's gossip radar swivelled. "Him who? Details, dear, details; do you have a special somepony you've been keeping secret?"

Cloud Kicker giggled and tapped the side of her nose. "No yet, but I'm working on it."

"Ooh!" Rarity leaned towards her, eager for gossip. "Do tell!"

"Let's just say I'll always have TIME for him." Cloud Kicker sniggered into her hooves and refused to say more. She paid for the dress and left, still laughing to herself.

Since she had no more clients booked in, Rarity trotted around cleaning up. She levitated the squashed hat to eye-level and sighed. Structurally it was ruined; the entire top half had caved in and the brim was split in three places from being caught on the fan blade. The ribbon was still salvageable, so she stripped it off and rolled it up. She was turning to inspect the damage to the dummy when she came nose to nose with somepony and squealed. The ribbon flew into the air, unravelling like a party streamer.

"Sorry!" Derpy flapped up to catch it. Her hooves clamped on it, but the trailing end smacked across her eyes as it drawn there by a magnetic force. Derpy tossed her head but flew straight into the wall. She tumbled into a pile of miscellaneous fabrics Rarity had been sorting out and was quickly entangled. "Sorry! Sorry!" she cried in an ever more muffled voice.

"Wait!" Rarity dashed up. The fabrics were expensive and some were easily damaged just by folding them incorrectly. A pony stamping and flapping around in there would do untold damage. "Hold still! Do NOT move!"

Derpy froze. Since she had been rearing up, this left her in a pose usually reserved for statues of ponies killed in long-ago battles who had been posthumously called heroes and had all sorts of things named after them. Rarity used her magic to unwind each swathe of cloth individually and reroll them before setting them carefully aside. When Derpy's face was uncovered, Rarity saw with alarm that there were tears in her eyes. She undid the final tangle with a sigh: no irreparable damage, thank goodness.

"Mm-mmrf."

"Excuse me?"

"Mm-mmrf."

Rarity was nonplussed. "What?"

"MM-MMRF!"

"Oh!" Realisation dawned. "You can move now, dear."

"Thanks." Derpy dropped to all-fours. "Sorry. Didn't mean … to cause … trouble."

"It's fine, dear." Rarity levitated the fabrics to an extremely high shelf. Right at the BACK of an extremely high shelf.

"N-No." Derpy's voice was thick, as if she had swallowed treacle. Her words came out sticky and loaded down with sadness. "Not f-fine! It's … not … fine. I … messed up … again."

Sensing there was more to this than a simple apology, Rarity stared at Derpy. Gone was the shy but excited demeanour of only half an hour ago. Now Derpy looked as if someone had bagged up a kitten and thrown it into the river in front of her. A large bulb of water plopped off her nose. Making a snap decision, Rarity trotted up and took Derpy by the shoulder. Derpy's wings fluttered, but ceased when she realised how close she had come to hitting Rarity with them.

"Tea," Rarity said firmly. "This is an instance in which civilised afternoon tea is called for. Come along, Derpy. Yes, I mean you; there's no need to look so surprised. Right this way. Don't worry about the shop; I'll put up the 'closed' sign." Even as she spoke, her magic reached behind them and flipped the sign over.

When they were in Rarity's exquisite parlour and she had poured boiled hot water into her teapot, she added tealeaves – teabags were so passé – and allowed them to steep. All the time she worked, Derpy watched with her hooves in her lap. When Rarity finally poured a cup and put it in front of her, she sat on her hooves and leaned away from the table like the tea might rise up and scald her.

"Is something wrong?" Rarity asked. "You don't like tea?" Well, really; Derpy might have mentioned that before she brewed up a pot. They could have had elegant little cups of espresso instead – although maybe caffeine and Derpy would be a bad mix.

Derpy shook her head.

"You do like tea?"

She inclined her head at the teacup. "Too pretty."

"Well, yes, I suppose it is rather fetching." Rarity lifted her own cup to admire the delicate bone china with etchings of roses on the sides. "It was a present from my grandmother when I left school. She told me it's always important to have a good tea-set if you want to make good tea and good conversation."

Derpy shook her head. "TOO pretty. Break I'll won't it mean …" She struggled for a moment before taking a deep breath and saying slowly, "I'll … break … it."

"No you –"

"I … won't … m-mean to," Derpy went on, labouring to get the words out in the correct order. "But I'll … still … b-break it. Sorry. Klutzy. Sorry. Sorry... "

Rarity gazed at her. She set down her own teacup, delicate pattern forgotten. "Derpy," she said softly. "Who called you klutzy?" Ugh, what a vulgar word. It felt like slime in her mouth.

Derpy looked surprised. "Everypony. Truth the it's … it's truth the … sorry." She winced. "Words … jumbled get … sometimes." She spiralled a hoof at her head. "Nervous get talk and … funny." She took another deep breath. "Thank you … but … too pretty … for m-me."

Rarity looked at the two cups. Suddenly they seemed to represent so much more than a simple afternoon tea. She felt awful for offering them even though she knew she hadn't intended any insult and Derpy hadn't taken it that way. Her hooves still itched to shove the entire set in a cupboard and lock the door. She thought back to what Cloud Kicker had said and looked at Derpy's downturned face. Disappointment radiated from her so strongly it the elegant drapes and cushions around them were saturated with it.

"Huh?" Derpy looked up in surprise at her own levitating teacup.

"Here." Rarity gestured. "I refuse to drink tea on my own when I have a perfectly good companion to drink it with. Now drink up, darling. It's Earl Grey with lemon, not milk. You should never, ever add milk to Earl Grey. It's simply not done."

Derpy stared over the rim. It was disconcerting; one of her eyes seemed to be staring at the tea, the other at Rarity. Eventually she parted her lips and Rarity carefully tilted it so she could sip from the edge. Then she set the teacup back in its saucer and levitated a tiny muffin, divesting it of its wrapper and depositing that in the curlicue waster paper basket. Derpy's eyes widened at the miniscule confection. She ate it in two eager bites.

"Feel better?" Rarity asked.

Derpy nodded sheepishly.

"Less nervous now?"

She nodded even more sheepishly.

"Are you up to talking?"

Derpy hesitated.

Rarity ploughed ahead anyway. "Derpy, why did you come into my boutique today?"

Derpy's cheeks turned crimson. It was the same shade as when she had spoken to Cloud Kicker. Nevertheless, she answered. Maybe it was gratitude that loosened her tongue, or maybe just the tea and muffins. "I w-wanted to … to look … pretty. You're … good at … making things … look … pretty."

Inwardly Rarity preened. Outwardly she only nodded. "Thank you, dear. I've never seen you in my boutique before. Is there a special reason you came in today?"

Derpy nodded.

"Is it the Spring Is Sprung Feast?"

She nodded again.

Rarity considered not asking her next question, but decided to go ahead anyway. Derpy rarely acquitted herself well during Winter Wrap Up and often skipped the Feast rather than face the ponies who had witnessed her failures. "Is there a special somepony you're hoping to meet there?"

Derpy closed her eyes and breathed like she was trying not to hyperventilate. Her cheeks flamed so much Rarity wouldn't have been surprised to see the grey hairs there begin to smoulder.

"Who?" Rarity asked gently.

Still with her eyes closed, Derpy whispered, "Time … Turner."

Rarity nodded to herself. She had seen Derpy walking with him on Hearts and Hooves Day, though she had been more consumed with her own cards and gifts at the time. One of the perks of being beautiful was the compulsion stallions felt to give you presents. A major downside was that beauty came with an air of unattainability, which meant that while other ponies went around happily with their loved ones, Rarity's hoof held tokens and nopony else's to call her own. She had kept secret the fact that she had spent Hearts and Hooves Day alone in her workshop. What would her friends think if she, of all ponies, had no sweetheart on such a special occasion? Instead, she had been reduced to watching other couples out of her window and had witnessed Derpy and Time Turner passing the Carousel Boutique and looking very happy together.

"Don't … have to t-talk … like this … with him. Pretty to wanted … I mean, I … wanted … to look … pretty," Derpy corrected herself with some effort. "Cloud Kicker … likes him a-and … and she's so p-pretty … and not klutzy … like me."

With the same sudden urge that had made her want to mistreat her grandmother's tea-set, Rarity abruptly regretted selling Cloud Kicker the dress. True, it had looked stunning and she hated to let such a match between fashion and pony go, but Derpy's quiet words struck a chord inside her that resonated right to the tips of her ears.

"Sorry," Derpy muttered.

"Why in Equestria are you sorry?" Rarity demanded. The heat in her tone made Derpy look up. "None of us are perfect, dear. Some of us might some close from time to time, but everypony has flaws. Why, even Princess Celestia isn't perfect!" She hoped the princess would forgive her for speaking ill, but it felt right.

"She … isn't?" Derpy echoed.

"Of course not, silly. Twilight herself told me the princess has an irrepressible addiction to cotton candy even though it always gets stuck in her long mane."

"She … DOES?" Derpy was flabbergasted.

Rarity nodded. She regarded her cup and tapped her spoon against the tablecloth. "We're going to finish this tea, eat these muffinettes and then, by Celestia, we're going to make you look dazzling for the Feast!"

"We … are?"

"Of course, darling. Now drink up before it gets cold."

Astonished by Rarity's ferocity, Derpy forgot to sit on her hooves and picked up the teacup to slurp from it. For once, Rarity didn't correct the etiquette.

* * *

"No." Rarity shook her head for what felt like the thousandth time. "No, that won't do at all. Try the next one."

The boutique sign remained resolutely flipped. This was taking far longer than Rarity had envisaged, but she refused to give up now. Come hell, high water or howling diamond dogs, she was determined to find Derpy an outfit that would make her shine as much as any pony at the Feast.

What she hadn't anticipated was an uncanny ability to make any outfit look bad. It wasn't that Derpy wasn't trying – at Rarity's insistence she had begun to strike poses when she stepped from behind the changing room curtain. She pointed her hooves, sauntered, pranced, looked an approximation of sultrily over her shoulder and had only tripped over twice. Rarity marvelled that everything she had ever made could look so BAD when worn. It was enough to make her question her own credentials and secretly try on a silk dress while Derpy was changing. It looked glorious on herself while it had looked frumpy on Derpy. Rarity just couldn't understand WHY. Sequins looked shoddy; glitter looked gruesome; silk looked sloppy and chiffon seemed cheap the moment Derpy put it on. Rarity wondered whether she could even make a Royal Guard helmet look rumpled.

Finally she sighed and sat down in the middle of the shop floor, surrounded by discarded outfits that had been hung and tossed over every available surface. She was at a loss. Derpy was not an ugly pony. Her soft grey coat offset her straw-coloured mane and tail appealingly; her eye-colour matched without looking like part of a tedious palette; her legs and neck were in proportion; her cutie mark was unobtrusive; her snout was neither too square nor too narrow; and her ears neither too round nor too pointy. Taken individually, these features were all attractive. Taken together, however, something was … off about them. It wasn't even just the different directions of her eyes that did it. No matter what Rarity did to disguise it, Derpy just looked … there was no other word for it: plain.

"I'm … sorry," Derpy said as she left the changing room for the final time. As time had gone on, she had relaxed enough to order her words properly in her mind before letting them out of her mouth. Now anxiety crept back and it was clearly a struggle to talk.

"I told you before, dear, you needn't be sorry about anything."

"But you tried … so hard."

"Yes, well, sometimes our hardest is not quite enough." Rarity sighed. She didn't want to give up, but she needed breathing space to think up some new ideas. Maybe if she tried a strappy number in yellow with grey flowers … no, no, that would look like a wallpaper pattern. Maybe she could try a velour tracksuit and call it retro chic ... goodness, no! How could she even THINK such a thing? A tutu? A rah-rah skirt? Puffball sleeves? A corset? Seven veils?

"Maybe … I should … just wear … a paper bag."

Rarity's head snapped up. "None of that, thank you. I have never yet been defeated by a fashion crisis and I'm not about to start now."

"But–"

"Negativity is non-negotiable," she sniffed. "You'll be gorgeous or my name isn't … ooh!"

Derpy blinked at her. "But your name … isn't 'ooh'."

Rarity waved a hoof. "Yes, yes, I know that. It was an exclamation. I've just had a magnificent idea!" She clapped her forehooves together eagerly. "We're going to go to the spa together! I have an appointment booked for this afternoon anyway. I'm sure Aloe and Lotus Blossom can fit us both in even at this short notice – they always make special exceptions for me since I redesigned their robes and they got their photos in Pony Health Monthly."

Derpy looked sceptical. "That might be … a bad idea."

"Nonsense, darling. It'll be fine, you'll see."

* * *

Lotus Blossom's eye twitched when she saw Derpy, but she broke into a smile when Rarity trotted through the door. She rested both forelegs on the counter to the alcove of the spa office and leaned out to greet her.

"Lotus, darling!" Rarity cried, air-kissing with aplomb. "It's been too long!"

"At least three days." Lotus Blossom's heavy accent curled her words into interesting shapes, including an upswing when she added, "You have a friend with you."

"Yes, indeed, and we're both in dire need of relaxation to unblock our tired pores and minds." Rarity's smile was as dazzling as it was persuasive. "Do you have time to see to two of us instead of one?"

"You are early. You were not due to arrive for another hour."

"Is that a problem? Couldn't you just squeeze us in?"

Lotus Blossom retreated to bring over a clipboard, which she scanned while sucking air between her teeth. "We are very full. It is the Spring is Sprung Feast tonight."

"Yes, I know." Rarity elongated her words as if this was the least important thing in the world and not worth talking about. "That's why I booked my appointment before Winter Wrap Up."

"Many of our ponies are already with clients." Lotus Blossom looked at them apologetically – and with maybe the smallest hint of relief. "There is only myself. Aloe was going to tend to you in an hour at your appointed time." Mild reproach coloured her words, but Rarity swept it aside with the sheer force of her personality.

"We can wait, darling. You have so many magazines, I'm sure we'll be fine." She turned her dazzling smile on Derpy. "We can look for inspiration in the glossies."

Lotus Blossom watched them with discreet uneasiness as they crossed the waiting room. Rarity took a seat and immediately picked up the latest issue of Fashionista Fantasmagorical, a Manehatten published title she read with religious regularity. Her own copy awaited her at home but she hadn't even opened it yet.

Derpy gingerly eased herself into that chair beside Rarity as if she was afraid it might break. Even though it didn't she still perched on the edge, the tips of her hind hooves resting lightly against the floor. She looked around with interest until she spotted Louts Blossom staring at them. Lotus Blossom quickly averted her gaze and hurried through a door to the main part of the spa. Derpy chose a magazine at random and held it up to her face.

Rarity glanced across at her. "Uh, Derpy?"

"Yes?"

Rarity spiralled her hoof helpfully.

Derpy realised she was holding the magazine upside down and hastily corrected it. "Sorry."

"I believe I told you to stop apologising."

"Sor- all right."

Rarity smiled. "Much better." She went back to reading an article on the renaissance of neon colour schemes, but her attention lasted only as long as it took to notice that Derpy's eyes were fixed on the door Lotus Blossom had passed through, not her own magazine. Rarity hesitated for a moment before resting Fashionista Fantasmagorical on her lap. She was making quite a sacrifice by doing so and hoped Derpy recognised the fact. "Derpy, darling?"

Derpy's gaze snapped to her. "Y-Yes?" she said guiltily.

"Tell me; how long have you known Time Turner?"

"A … while." Derpy's breathing quickened. "He was my friend … when I was … just a filly." She paused a moment. "My … only … f-friend. He … used to … share his lunch … with m-me … at school … when I … forgot it." She left another pause, as if wondering whether she should add any more. "I forgot it … a lot."

"You didn't go to Flight School?" Rarity was surprised. Both Fluttershy and Rainbow Dash had attended school in Cloudsdale, as did almost all pegasus fillies and colts. It was more unusual for young pegasi to be educated on the ground with earth ponies and unicorns.

Derpy shook her head. "I didn't … live in Cloudsdale. My … aunt … is an earth … pony, so … my p-parents … sent me … to … live with her."

Something didn't add up. "Your parents sent you to live with an earth pony?"

Derpy was clearly embarrassed but didn't withhold the information. "Klutzy … remember? I was … too dangerous … for high places. It was … for my own … good."

"Even now?" Rarity was even more surprised.

"I live … on the edge of … town." Derpy pointed in the general direction. "Rosewood … Cottage."

Rarity had passed the pretty little cottage hundreds of times on her way to visit Fluttershy. She had never once wondered who lived there. She had even admired the climbing roses on the trellis around the door, yet never thought to knock and say so to the occupant. She had always been in too much of a hurry, or thinking about other things, or a dozen and one other distractions that had let her neglect that piece of knowledge. It had certainly never occurred to her that another pegasus might live there. She wondered if Fluttershy knew.

_Probably,_ she thought. _Fluttershy would take the time to know her neighbours._

"I prefer … the ground," Derpy admitted. Her wings moved involuntarily. "At least … when I'm n-not … crashing into it." She gave a self-deprecating little smile that somehow reached into Rarity's chest and squeezed so tight it hurt. There was a lot more to it than Derpy intended.

"Oh Derpy, I–"

"Rarity!" Aloe burst through the door to the main spa. "How lovely to see you! And you're early – how wonderful! We can spend more time talking together. You know how I enjoy our little chats." If Lotus Blossom's accent curled her words, Aloe's twisted them into knots. Her excitement at seeing her favourite client only tightened them to near-impenetrability.

Derpy squawked at the suddenness of her entrance. Before Rarity could stop her, she toppled sideways off her chair. Her magazine flew out of her hooves and knocked over a vase of lilies on the magazine table. Water sloshed all over the glossy covers as the vase rolled towards the edge. It would have fallen off if faint mauve magic hadn't picked up both it and the tumbling flowers and replaced them where they had been.

"Sorry!" Derpy's regret was heart-breaking after hearing those snippets about Time Turner and what sounded like a childhood filled with apologies for being who she was. She leaped up and all but ran for the exit. "D-Didn't to mean I … d-damn it … sorry!"

"Derpy, wait!" Rarity also leaped up and grabbed Derpy's shoulder before she could leave. "Where are you going?"

"Klutzy sorry I'm things break me around." Derpy spoke so fast her words blended together. She pulled to make Rarity let go.

Rarity refused. In fact, she tightened her grip. "Derpy, you're not leaving here until you have at least one spa treatment with me."

"But–"

"I won't hear of you leaving yet. I want to continue our conversation."

"You … do?" Derpy turned in surprise. "Me talk you want with you to … mean I …" She made a frustrated noise.

"Yes." Rarity translated and answered before she could correct herself. "I want you to talk with me."

Derpy frowned. "About … the … Feast … outfit?"

"Yes and no. Mostly I just want to talk with you. I believe Rainbow Dash calls it 'shooting the breeze'; although frankly I think that's a rather vulgar expression."

The furrow between Derpy's mismatching eyes deepened. "Why?"

"Why do I think it's vulgar? Well, I believe every pony has a responsibility to keep –"

"N-No, why … talk … me with?"

"Do ponies really need a reason to talk? It's called conversation, darling. All friends have them."

Derpy's eyes widened. "Friend I'm your?"

"Would I really be calling in a favour at this late hour for somepony who isn't my friend?" Rarity lifted her chin slightly. "Now come along, darling, or we'll lose our spot to somepony else. Aloe is quite in demand, you know."

Aloe, who had been watching the exchange with interest, nodded. "I am not one to, how you say, blow my own trumpet, but these hooves–" She raised both forelegs. "–deliver the best massage this side of Canterlot."

"Did you hear that?" Rarity led an unresisting Derpy towards her. "Who could resist such an offer?"

* * *

"Oh, Celestia, I needed this." Rarity reclined on the daybed and sighed happily. "Don't you feel better?"

Derpy eyed the mud pack smeared liberally over the end of her nose. It was all over her face too, though as it hardened it became almost the same colour as her coat. "I feel … sticky."

"Yes, but it's doing wonders for your pores." Rarity turned onto her side, pillowing one foreleg under her head. "And that herbal conditioner they used on your mane has made such a difference."

"It … has?" Derpy touched the towel turban uncertainly. "How can … you tell?"

"Experience, darling. I have a treatment at least once a week."

"Really?"

"What is life if not for enjoying?"

"You … enjoy … this?"

"Of course. Somepony else pampering my poor tired hooves and lavishing me with the attention I so richly deserve while I relax and let my beauty recover its lustre; what's not to love?"

Derpy continued to squint even more than usual at her nose. "This just … doesn't feel … like me."

"That's the idea, darling. The whole point of beautifying and dressing up is to feel unlike yourself."

"It … is?"

Rarity shrugged. "Or at least like a different version of yourself."

"Oh." Derpy looked at the seaweed bound around her hooves with transparent plastic. "A different … me?" she said softly. "I could live … with that." Before Rarity could comment she said in a louder voice, "Have you … had any … inspiration?"

Rarity sighed and turned onto her back again. "Plenty, but only flash-in-the-pan things; nothing I would want to go with as a realistic outfit." She gave Derpy a sidelong look. "Green, perhaps, but what shade? Emerald? Khaki? Lime? That olive cloth on top of the cupboard might do … or maybe it would make grey fur look too pallid. I wonder …" She processed and rejected ideas as she lay there, ostensibly doing nothing. Her mind was a whirl but her gut instinct, which had always served her so well when it came to fashion, failed to deliver the familiar tingle of rightness it always did whenever she happened upon an idea that was a keeper.

"Miss … Rarity?"

Rarity blinked. It hadn't occurred to her until now that Derpy hadn't used her name when addressing her before. Part of her wanted to say it was just Rarity, but another part enjoyed the grandeur of 'Miss' so she stayed quiet on the subject. "Yes?"

"You've been … very … n-nice to me." Derpy plucked uncomfortably at the seaweed. "Why?"

"Don't be silly, darling. I'm helping you with a fashion crisis. That's what I do. It's nothing huge."

"This is … more than you'd … d-do for other … clients."

"Yes, well … maybe I wouldn't, but for the Spring is Sprung Feast I'll always –"

"Is this … out of … pity?" At Rarity's expression Derpy added, "I'm not … stupid. No matter what … anypony thinks, I'm … n-not … stupid. Klutzy and … and d-ditzy but n-not … stupid."

Rarity stared. "Derpy, are you crying?"

"N-No!" She rubbed at one eye with the back of her hoof, flaking some of the dried mud onto the plastic. A darker grey line bisected each of her cheeks, betraying the lie.

"Darling, why would you cry over something like this?"

"I … d-don't … want … p-pity … friend … sh-ship." Derpy struggled to get the words out. "Time Turner ... is my f-friend. He doesn't a-ask … anything of m-me or l-laugh … when I m-mess up. He's the only p-pony who … ever …" She sniffed gustily. "I w-waited … a long time f-for … another f-friend but … n-not one … who only l-likes me … out of … p-pity."

Realisation dawned like an explosion pretending to be the sunrise on the horizon. "Oh, Derpy, it isn't like that at all!"

Derpy shook her head. She couldn't talk and her throat bobbed as she swallowed convulsively.

Rarity pushed herself into a sitting position. "Derpy, I'm not doing this out of pity. I'm doing it because I want to help you."

Derpy looked away.

"You have to believe me." Rarity couldn't remember the last time she had felt so … rejected! All she had done was try to be nice and Derpy had taken it completely the wrong way. What in Celestia's name could have happened before now to make her think an offer of friendship was automatically made out of pity?

"I … want to … believe you," Derpy said softly. "I really … really … w-want to."

"So what's stopping you?"

"You're too … pretty … and … p-perfect … for me. How could a p-pony … like you … want to be … friends w-with … a klutz l-like … me?"

Rarity blinked. Somehow being called 'perfect' seemed like both a good and a bad thing when Derpy said it. "I don't see –"

"I … always … wreck … pretty … and perfect … things," Derpy went on as if she hadn't spoken. "I … know that. Every … pony knows … that. There goes … D-Derpy Hooves … the walking d-disaster … or flying one … at least."

The words sounded painfully familiar. "I never said that."

"You … d-didn't … need to."

Rarity frowned. "Now look here, Derpy, you can't go putting words into another pony's mouth and then holding those words against her. All I've done is be nice and you're acting as if that's some gigantic insult."

Derpy shook her head vigorously. "Oh no … I n-never thought … that."

"You're certainly acting like it."

She shook her head so hard she listed sideways and stuck out her forelegs for balance to keep from falling off the daybed. "Ponies … like you … aren't friends with … p-ponies … like me."

"Why ever not?"

Derpy frowned in confusion. "Because … I'm m-me … and you're … y-you."

Rarity tossed her mane – or would have if it had not been encased in a towel turban so tightly bound it would take an escapologist to untie it. "That's the most ridiculous thing I've ever heard. Friendship is about give and take; with both sides offering different things to it. Life would be so utterly dull and boring if ponies only befriended those identical to themselves. I'm not offering friendship out of pity or any other ulterior motive and I'm not perfect. Goodness, darling, I'm as close to perfection as any pony is likely to get in many ways, but I'm not ACTUALLY perfect. Nopony is! I'm a big girl and I can make decisions about who I would like to be friends with; and you, my dearest Derpy, are now on my select list."

"L-List?"

"Of friends." Rarity nodded as if this settled the matter. "No strings attached, no pity involved, no ulterior motives. I'll be your friend if you agree to be mine. You can be my special spa buddy. Does that sound fair?"

Derpy stared at her, uncomprehending.

"Well, does it?" Rarity pushed, a trifle sharper than she intended. She cleared her throat to soften her voice and waited for Derpy's response, wondering why she felt so nervous about it. Until today she had never really noticed Derpy Hooves as anything but a vague presence in the background of her world. Now, with surprising alacrity, this awkward pony had been thrust into her world view in a way that made her want to learn more about her the same way she had secretly wanted to learn more about five other ponies with whom she had undertaken a quest one Summer Sun Celebration.

Derpy scratched under her turban, slewing it sideways while Rarity's remained rock solid. Once again, Derpy's innate ability to look dishevelled rose to the fore. "You … honestly … w-want … to be … my f-friend?"

"For Celestia's sake, isn't that what I just said?"

"I never … had a friend … except Time Turner … before." Her shoulders hunched.

Rarity smiled. "And that's something I can definitely help with. Friends help each other with their romantic trials and tribulations, darling."

Derpy blushed. "I–"

Aloe pushed open the door to the room, carrying a basket of emery boards and lotion. "Time to exfoliate, ladies!" she trilled.

Derpy's blush vanished beneath a look of panic. "That what mean does?" she asked too quickly.

Aloe didn't even blink. She put the basket down and extracted a fresh hairband to push her mane from her eyes. "It means it is time to make you both look more gorgeous than you already are, yes?" She held up two more pink hairbands, which were clearly meant for them.

Rarity didn't respond to the compliment. She was too busy thinking about the hat that Derpy had destroyed. She stared at the hairbands and an idea began to form in her mind. She smiled as it took shape. There was an edge to it. Madness and inspiration are only a hairsbreadth apart when it comes to genius.

"Rarity?" Aloe watched her with trepidation. "You look quite menacing when you smile that way."

"Okay you are?" asked Derpy.

"Oh, I'm fine," Rarity replied without missing a beat. "I'm more than fine, I'm … INSPIRED!"

* * *

The Spring Is Sprung Feast had an excellent turnout this year. Ponies milled about, some carrying food, some drinks, some just chatting to each other. A band had been commissioned to play on a small stage set up in front of the town hall. They strummed and sang, sometimes taking requests, other times playing what they thought the crowd needed. This resulted in an eclectic mix that had ponies constantly hurrying to the punch bowl when they were breathless from dancing, laughing, or both.

"Wow, Rarity, you look beautiful."

Rarity beamed. When she tilted her head back the large diamond earrings reaching to either side of her chin flittered in the overhead lights. Her outfit was a wealth of gems in the theme of white, which matched her coat beautifully and made her mane and tail look extra striking, even if she did say so herself. "Thank you Twilight. You look wonderful too, darling."

Twilight looked down at herself. "It's just my Gala dress. You've seen it before. You made it."

"Yes, I know, which is why I know you look wonderful in it." Rarity craned her neck once again.

"Are you looked for someone?" Twilight also craned, though she couldn't possibly know who Rarity was scanning the crowd for.

"Mmm," Rarity replied noncommittally.

"Is it anypony I know?"

"Mmm."

"Are you going to keep answering me with noises?"

"Mmm? Oh, my apologies, Twilight, I was just a little distracted.

"I noticed." Twilight smiled and levitated a paper plate of food towards her. "Would you like to try some spicy bean casserole? It's really good."

Rarity looked at the red-brown mush, aghast. "Twilight, do you know what that DOES to your insides?"

"Uh …" Twilight's eyes flickered the way they always did when she was checking her internal library for a piece of information. She looked at the pile of brown beans and flicked her tail before lowering her head with a sigh.

"Yes," Rarity said knowledgeably. "Beans are not a social pony's friend; especially spicy beans. They make anypony extremely poor company to be around afterwards."

Twilight set the plate down – or would have if a purple claw hadn't shot out from beneath the table and dragged it away it like a boogieman dragging some poor foal under the bed. The sound of happy chomping followed, ending with a satisfied belch.

"Spike!" Twilight chastised.

"Huh? You said I could have your leftovers if I was still hungry after I ate all my choices."

"But your plate was piled high!"

"WAS, Twilight." Spike poked his head out. "My plat WAS – oh! Hi, Rarity!" He brought a palm up to his face, breathed hard against it, inhaled and disappeared again with a squeak. "Stinky breath! Stinky breath! Why did it have to be stinky breath?"

"Poor Spikey-Wikey," Rarity chuckled. "I think he might need a breath mint."

"Considering everything he already ate, I think he might need a bucket," Twilight said darkly.

Rarity was about to reply when she finally spotted what she had been looking for. A wide smile spread across her face.

Twilight turned to see. "What is it?"

On the other side of the town square, a grey pegasus stood with a brown earth pony. His spiky mane and short tail were distinctive, as was his timepiece cutie mark. The mare with him had no problem holding her own in their conversation. Unlike the mares around her, she wore no elaborate dress or shoes. Instead, her tail and mane had been swept up in two big bows made from a length of shiny pink ribbon – ribbon that had, until recently, been part of a hat in the Carousel Boutique. Derpy's choice of attire suited her perfectly: simple but appealing. She didn't look over and Rarity was glad. The happy chatter streaming from her mouth and the way Time Turner was actually listening to her were all Rarity needed to make her evening complete, even if, once again, no stallion was brave enough to ask her to dance.

"What is it?" Twilight asked again, mystified.

"Nothing, my dear," Rarity said primly. She wasn't about to make Derpy feel self-conscious at a time like this. The band struck up a merry tune that had ponies tapping their hooves in time with the beat. Noticing Twilight was unaccompanied, and that Spike was still hiding under the table, she asked, "Would you care to dance, darling?"

"Uh, sure, I guess." Twilight followed her towards the stage. "You're not going to tell me what made you smile like that, are you?"

"Twilight, darling, please." Rarity twirled in such a way as would make her outfit twinkle like Princess Luna's best night sky. Every eye was drawn to her as she gave them her most dazzling smile. "I'm a professional."

* * *

_**Fin.**_

* * *

.


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